PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE.
This Agreement is a legally binding contract between you and ArtPaie LLC. ArtPaie provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement.
BY CLICKING “I ACCEPT” ON THE SIGNUP PAGE, OR BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THE SERVICE OR THIS SITE AND EXIT NOW. ArtPaie may update and change any part or all of this Agreement, including but not limited to the fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at http://www.ArtPaie.com/terms_of_service. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Service, "Customer" means you or the entity on whose behalf you are agreeing to these Terms of Service, as identified in the applicable billing statement or subscription form.
“Agreement” means these Terms of Service and all materials referred or linked to in these Terms of Service.
“Billing Period” means the period of time for which Customer has agreed to prepay fees for the Service, from time to time and will be the same as or shorter than the Contract Term. For example, if Customer subscribes to the Service for one year, with monthly credit card payments, the Billing Period will be one month.
"Contract Term" means the Initial Contract Term and any Renewal Contract Term(s), as defined in Section 5, below.
"Customer Data" means all information submitted by Customer to, or collected by Customer via, the Service, including without limitation, information about Customer and about Customer’s art, and all materials that Customer provides or posts, uploads, inputs or submits for public or private display through the Service.
"Customer" means the person or entity agreeing to these terms and identified in the applicable billing statement or subscription form.
"ArtPaie" means ArtPaie LLC and any entity, which directly or indirectly controls, is controlled by, or is under common control with ArtPaie LLC.
"ArtPaie Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by ArtPaie or provided by ArtPaie for use in connection with the Service.
"Service" means the specific edition and elements of ArtPaie's web-based art inventory management applications, tools and platform selected by Customer, and developed, operated, and maintained by ArtPaie, accessible via ArtPaie.com or another designated URL, and any ancillary online or offline products and services, including website hosting, provided to Customer by ArtPaie, to which Customer is being granted access under this Agreement. The Service includes the ArtPaie Content, and does not include Third-Party Products or other software (such as mobile applications) or products provided by ArtPaie. "Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with or are used in connection with the Service, and are identified as being provided by third parties.
"Third-Party Sites" means third-party websites linked to from within the Service, including without limitation Communications Services.
"User(s)" means Customer's employees, representatives, consultants, contractors or agents who are authorized by Customer to use the Service and who have been supplied user identifications and passwords by Customer (or by ArtPaie at Customer’s request).
During the Contract Term and as provided in this Agreement, ArtPaie will provide Customer access to the Service.
The Service shall be as selected by Customer during the subscription process, as modified from time to time pursuant to this Agreement. Limits may apply to use of the Service, as detailed in ArtPaie’s pricing and subscription terms, available at http://www.ArtPaie.com. Customer’s access to and use of the Service is governed by the terms of this Agreement.
ArtPaie adds features to and modifies the Service from time to time, in order to improve its customers’ experience. Nothing in this Agreement shall prohibit ArtPaie from making such changes to the Service, provided that no such change to the Services shall materially reduce the functionality of the Services provided to Customer during the Contract Term, and the Service as so changed shall be the Service as that term is used in this Agreement. ArtPaie reserves the right to provide some or all elements of the Service through use of third party providers.
Customer can subscribe to additional elements of the Service from time to time, as agreed to between the parties, and such added elements of the Service shall, starting with the date on which the parties agree to their addition, be included in the Service provided and fees payable under this Agreement.
If so indicated in the Order Form, ArtPaie will provide a “skinned” or “White Labeled” version of the Service, which will appear to visitors as if it were natively provided by Customer, including the use of Customer’s logos and other webpage design elements as agreed to on the Order Form (the “White Label Service”). Except for the appearance changes, and notwithstanding anything else provided herein, the White Label Service shall be identical to the Service, and all provisions of this Agreement that apply to the Service shall apply equally to the White Label Service. The White Label Service shall be hosted on ArtPaie’s servers.
Customer grants ArtPaie the right and license to use and display Customer’s name, trademarks and logos solely in connection with ArtPaie’s provision of the White Label Service and for no other purpose, and Customer retains all other rights to its name, trademarks and logos.
For the sake of clarity, the parties agree specifically that: (a) ArtPaie retains ownership of all rights to the White Label Service equally as to the Service, (b) ArtPaie shall not be liable for any actions of Customer in connection with Customer’s use of the White Label Service, and (c) Customer’s indemnification obligations hereunder with respect to its use of the Service shall apply equally to its use of the White Label Service.
Phone, online chat, and email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays, and from 9AM to 5PM GMT, excluding UK national holidays. Contact details are available at http://www.ArtPaie.com/about/contact/. ArtPaie uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.
The initial Fee is valid for the initial Billing Period. All fees are payable in advance throughout the Contract Term.
Payment by credit card - Customer will provide ArtPaie with valid and updated credit card information or bank account information. Customer authorizes ArtPaie to charge Customer’s credit card or bank account for all fees payable at the beginning of the Initial Contract Term and all subsequent Billing Periods Payment against invoice - ArtPaie will invoice Customer at beginning of the Initial Contract Term and approximately one month in advance of the start of each subsequent Billing Period. All amounts invoiced hereunder are due and payable within 30 days of the date of the invoice. Invoicing, payment terms, and payment instructions shall be as set out on ArtPaie’s invoice. Fees paid in advance are not refundable, except as specifically provided for in this Agreement.
Payment Information - Customer shall ensure that all details provided regarding Customer's contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information when changes to such information occurs. All payment obligations are non-cancelable and all amounts paid are non-refundable.
All quoted prices and fees are exclusive of sales, value added and similar taxes, which ArtPaie will charge or invoice as applicable, and Customer agrees to pay any such taxes applicable to its use of the Service.
The “Initial Contract Term” shall begin on the effective date of Customer’s subscription and expire at the end of the period selected during the subscription process, unless earlier terminated in accordance with this Agreement.
Unless either party gives the other notice that it does not intend to renew this Agreement at least 30 days in advance of the end of the Initial Contract Term or a Renewal Contract Term, this Agreement will be automatically renewed for a “Renewal Contract Term”, which shall be: (i) on the terms and conditions of this Agreement then in effect, (ii) subject to the pricing structure and applicable levels provided for renewal terms in this Agreement or, if not so specified, as then posted by ArtPaie at ArtPaie.com/pricing, and (iii) for a term equal to one year.
Each Contract Term, unless renewed, shall end on the earlier of the applicable expiration date or its earlier termination as provided in this Agreement. Except as provided herein, a Contract Term cannot be canceled before its expiration. Fees for each Contract Term are non-cancelable, and therefore no refunds of fees paid in advance will be made, except as specifically provided for in this Agreement.
This is an Agreement for access to the Service, and Customer is not granted a license to any software by this Agreement. The Service is based upon proprietary ArtPaie technology and includes the ArtPaie Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of ArtPaie or its licensors (if any). ArtPaie owns and retains all copyrights in the ArtPaie Content. The ArtPaie Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Customer agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the ArtPaie Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by ArtPaie. ArtPaie, the ArtPaie logos, and other marks used by ArtPaie from time to time are trademarks and the property of ArtPaie. The appearance, layout, color scheme, and design of the ArtPaie.com site are protected trade dress. Customer does not receive any right or license to use the foregoing.
ArtPaie may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Customer personnel, without payment or condition.
As between the parties, Customer shall own and retain all rights to Customer Data, and this Agreement does not grant ArtPaie any rights to such materials. Customer grants permission to ArtPaie and its licensors to use Customer Data only as necessary to provide the Service to Customer, and not for any other purpose.
Definition of Confidential Information. As used herein, "Confidential Information" means all Customer Data that Customer has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Customer, (ii) was known to ArtPaie prior to its disclosure by Customer without breach of any obligation owed to Customer, (iii) is received from a third party without breach of any obligation owed to Customer, (iv) was independently developed by ArtPaie, or (v) that Customer has agreed in writing to permit ArtPaie to disclose to others.
Protection of Confidential Information. ArtPaie shall: (i) protect the confidentiality of the Confidential Information of Customer using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Customer for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Customer to any third party, and (iv) limit access to Confidential Information of Customer to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with ArtPaie containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
Compelled Disclosure. ArtPaie may disclose Confidential Information of Customer if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
ArtPaie may monitor use of the Service by all of its customers in order to improve the Service and add features useful to its customers. ArtPaie may collect and use data related to such use, in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Service. Customer agrees that ArtPaie may use and publish such aggregate and anonymous information, provided that such information does not incorporate any Customer Data and/or identify Customer.
ArtPaie will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Customer consents to the processing of Customer Data in the United States.
Customer’s access to the Service is conditioned upon its representations and warranties that it will not:
Any unauthorized use of any ArtPaie Content or the Service may violate patent, copyright, trademark, and other laws. Customer agrees to cooperate with ArtPaie to prevent any unauthorized copying of the Service or ArtPaie Content.
Customer shall promptly notify ArtPaie of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.ArtPaie.com/log-a-support-request.
Customer agrees to use the third-party Communication Services only in compliance with these Terms of Service. ArtPaie reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Customer. Customer agrees that when using the Service, Customer will not:
Third-Party Sites and Products are not under ArtPaie’s control, and ArtPaie is not responsible for the contents of any Third-Party Site or Product, including without limitation any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. ArtPaie is not responsible for webcasting or any other form of transmission received from any Third-Party Site. The Third-Party Sites and Products are provided to Customer only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by ArtPaie of the Third-Party Site or Product or any association of ArtPaie with it.
Customer will indemnify, defend and hold ArtPaie harmless, at its expense, against any third-party action brought against ArtPaie (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Customer’s use of the Service; (b) Customer’s noncompliance with or breach of this Agreement, (c) Customer’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Customer’s User information. Customer will indemnify ArtPaie for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that ArtPaie shall: notify Customer in writing within thirty (30) days of ArtPaie’s becoming aware of any such claim; give Customer sole control of the defense or settlement of such a claim (provided that Customer may not settle any such claim unless the settlement unconditionally releases ArtPaie of all liability); and provide Customer (at Customer’s expense) with any and all information and assistance reasonably requested by Customer to handle the defense or settlement of the claim.
ARTPAIE AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICE OR THE ARTPAIE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. ARTPAIE AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE ARTPAIE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ARTPAIE IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARTPAIE AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY ARTPAIE CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF ARTPAIE OR ANY OF ARTPAIE’S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, ARTPAIE IS DETERMINED TO HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, CUSTOMER AGREES THAT THE AGGREGATE LIABILITY OF ARTPAIE AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
ARTPAIE DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY CUSTOMER. ARTPAIE’S LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT AND ARTPAIE’S LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION.
CUSTOMER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT CUSTOMER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, ARTPAIE WOULD NOT PROVIDE THE SERVICE TO CUSTOMER.
Termination for Cause - ArtPaie may terminate this Agreement for cause: (i) upon 30 days’ notice to Customer of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Termination or Suspension for Illegal Acts - ArtPaie may terminate this Agreement or suspend Customer’s access to the Service for any conduct of Customer that violates applicable local, state, federal, or foreign laws or regulations. ArtPaie shall provide prompt electronic or telephonic notice of such event.
Suspension for Non-Payment - ArtPaie may suspend Customer’s access to all or any part of the Service for cause upon 10 days’ notice to Customer of non-payment of any amount due hereunder if such amount remains unpaid at the expiration of such period. ArtPaie will not suspend the Service while Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
Suspension for Ongoing Harm - If Customer’s use of the Service: (a) is being subjected to denial of service attacks or other activity that is causing immediate, material and ongoing harm to ArtPaie or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material and ongoing harm to ArtPaie or others, then ArtPaie may, with reasonably contemporaneous electronic or telephonic notice to Customer, suspend all or any access to the Service. In this extraordinary circumstance, ArtPaie will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. ArtPaie shall not be liable to Customer nor to any third party for any suspension of the Service in accordance with this subsection.
Effect of Termination or Expiration - Immediately upon termination or expiration of this Agreement as provided herein, Customer shall cease all use of the Service and return or destroy all ArtPaie Content in its possession.
Retrieval of Customer Data - Upon request by Customer made within 30 days after the date of termination or expiration of this Agreement, ArtPaie will provide Customer with temporary access to the Service to retrieve, or ArtPaie will provide Customer with copies of, all Customer Data then in its possession or control. After such 30-day period, ArtPaie shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or control.
Customer grants ArtPaie the right to add Customer’s name and/or company logo, as applicable (collectively, ’Name’), to its customer list and web site, and to use its Name in ArtPaie’s marketing and promotional activities. Customer will not use ArtPaie’s name or logo publicly without ArtPaie’s prior written consent.
Amendment; No Waiver - ArtPaie may update and change any part or all of this Agreement, including but not limited to the fees and charges associated with the use of the Service. If ArtPaie updates or changes this Agreement, ArtPaie will post the updated Agreement at ArtPaie.com/about/terms-of-service/. The updated Agreement will become effective and binding on the fifth business day after it is posted. When ArtPaie changes this Agreement, it will modify the "Last Modified" date above. ArtPaie encourages all of its customers to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.
Applicable Law - To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S.A. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph.
Force Majeure - Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted - Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.
Relationship of the Parties - ArtPaie and Customer agree that no joint venture, partnership, employment, or agency relationship exists between Customer and ArtPaie as a result of this Agreement or Customer’s use of the Service.
Compliance with Laws - ArtPaie will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Customer Data. ArtPaie’s provision of the Service is subject to existing laws and legal process, including ArtPaie’s rights and obligations to cooperate and comply with governmental, court and law enforcement requests or requirements relating to Customer’s use of the Service or information provided to or gathered by ArtPaie with respect to such use. ArtPaie reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
Severability - If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
Notices - Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To ArtPaie: ArtPaie LLC, 217 East 31st Street, New York NY 10016, Attention: President. To Customer: Customer’s address as provided in ArtPaie’s account Information for Customer. ArtPaie may give electronic notices applicable to its Service customer base by means of a general notice via the Service and may give electronic notices specific to Customer by email to appropriate Customer e-mail addresses on record in ArtPaie’s account information for Customer. ArtPaie may give telephonic notice to Customer by calls to appropriate numbers on record in ArtPaie’s account information for Customer.
Entire Agreement - Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Customer and ArtPaie with respect to the Service and supersedes all prior or contemporaneous communications, proposals and agreements, whether electronic, oral or written, between Customer and ArtPaie with respect to the subject of this Agreement. ArtPaie objects to and rejects any additional or different terms proposed by Customer, including those contained in Customer’s purchase order, acceptance or website. ArtPaie’s failure to object elsewhere to any provisions of any subsequent document, communication, or act of Customer shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by ArtPaie regarding future functionality or features of the Service.
Assignment - Customer will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without ArtPaie’s prior written consent. ArtPaie may assign or transfer this agreement to any successor.
Headings - The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
Language - It is the express wish of the parties that this agreement and all related documents be drawn up in English.
Contract for Services - The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Customer is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
Export - Customer agrees to comply with all applicable export laws.
Authority - Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Survival - The following sections shall survive the expiration or termination of this Agreement: Fees and Payments, Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.